|
|
|
|
|
Washington
|
|
001-36853
|
|
47-1645716
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
1301 Second Avenue, Floor 31, Seattle, Washington
|
|
98101
|
||
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
|
Item 2.02
|
Results of Operations and Financial Condition.
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
(1)
|
restricted stock units for the number of shares of the Company’s Class C capital stock calculated by dividing $5,250,000.00 by the average closing price of the Company’s Class C capital stock for the thirty trading days preceding Mr. Parker’s first day of employment (the “Initial RSUs”); and
|
(2)
|
a nonqualified stock option for the same number of shares of the Company’s Class C capital stock underlying the Initial RSUs, which option will have a per share exercise price equal to the closing price of the Company’s Class C capital stock on the date of grant (the “Initial Option”).
|
Item 9.01
|
Financial Statements and Exhibits.
|
Dated: November 6, 2018
|
|
ZILLOW GROUP, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ S
PENCER
M. R
ASCOFF
|
|
|
Name:
|
Spencer M. Rascoff
|
|
|
Title:
|
Chief Executive Officer
|
1.
|
EMPLOYMENT
|
2.
|
COMPENSATION AND BENEFITS
|
3.
|
TERMINATION
|
4.
|
ASSIGNMENT
|
5.
|
AMENDMENTS IN WRITING
|
6.
|
NOTICES
|
If to the Company:
|
Zillow Group, Inc.
|
|
|
|
1301 Second Avenue, Floor 31
|
|
|
|
Seattle, Washington 98101
|
|
|
|
Email: legal@zillowgroup.com
|
|
|
|
Attn: General Counsel
|
|
|
If to the Executive:
|
Allen Parker
|
|
|
|
***
|
|
|
|
(to address most recently on file with Company)
|
ALLEN PARKER
|
|
|
|
|
|
|
|
|
|
/s/ Allen Parker
|
|
|
|
|
|
ZILLOW GROUP, INC.
|
|
|
|
|
|
By
|
/s/ Spencer M. Rascoff
|
|
|
|
|
Its
|
Chief Executive Officer
|
Contacts:
|
|
|
Raymond Jones
|
|
Katie Curnutte
|
Investor Relations
|
|
Public Relations
|
ir@zillowgroup.com
|
|
press@zillow.com
|
•
|
Traffic to Zillow Group brands’ mobile apps and websites reached an all-time high of more than 195 million unique users in July 2018.
|
•
|
Visits to Zillow Group brands’ mobile apps and websites, including Zillow, Trulia, StreetEasy and RealEstate.com, increased 13% year-over-year to approximately 1.9 billion.
|
•
|
More than 186 million average monthly unique users accessed Zillow Group brands’ mobile apps and websites, an increase of 7% year-over-year. Zillow Group brands’ mobile apps and websites reached an all-time traffic high of more than 195 million unique users in July 2018.
|
•
|
Visits to Zillow Group brands’ mobile apps and websites Zillow
®
, Trulia
®
, StreetEasy
®
and RealEstate.com increased 13% year-over-year to approximately 1.9 billion.
|
•
|
Purchased 168 homes and sold 36 homes through Zillow Offers.
|
•
|
Revenue from Premier Agent advertisers who have been on Zillow Group’s platform for more than one year grew 26% compared to the prior year.
|
•
|
New sales to existing Premier Agent advertisers, or those that were paying advertisers at the beginning of the quarter, accounted for 54% of total bookings.
|
•
|
Premier Agent advertisers spending more than $5,000 per month grew 31% year-over-year on a total dollar basis and 33% year-over-year in total number.
|
Zillow Group Outlook as of November 6, 2018
|
|
Three Months Ended
December 31, 2018 |
|
Year Ending December 31, 2018
|
|
|
|
|
|
Revenue:
|
|
|
|
|
IMT segment:
|
|
|
|
|
Premier Agent
|
|
$221 to $225
|
|
$898 to $902
|
Rentals
|
|
$35 to $36
|
|
$135 to $136
|
Mortgages
|
|
$21 to $22
|
|
$77 to $78
|
Other
|
|
$43 to $44
|
|
$167 to $168
|
Total IMT segment revenue
|
|
$320 to $327
|
|
$1,277 to $1,284
|
Homes segment
|
|
$20 to $30
|
|
$30 to $40
|
Total revenue
|
|
$340 to $357
|
|
$1,307 to $1,324
|
Adjusted EBITDA*:
|
|
|
|
|
IMT segment
|
|
$44 to $51
|
|
$238 to $245
|
Homes segment
|
|
$(18) to $(13)
|
|
$(43) to $(38)
|
Total Adjusted EBITDA
|
|
$26 to $38
|
|
$195 to $207
|
|
|
|
|
|
Weighted average shares outstanding — basic
|
|
203.0 to 205.0
|
|
197.0 to 199.0
|
Weighted average shares outstanding — diluted
|
|
212.0 to 214.0
|
|
206.0 to 208.0
|
▪
|
Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
|
▪
|
Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
▪
|
Adjusted EBITDA does not consider the potentially dilutive impact of share-based compensation;
|
▪
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
|
▪
|
Adjusted EBITDA does not reflect impairment costs;
|
▪
|
Adjusted EBITDA does not reflect acquisition-related costs;
|
▪
|
Adjusted EBITDA does not reflect interest expense or other income;
|
▪
|
Adjusted EBITDA does not reflect income taxes; and
|
▪
|
Other companies, including companies in our own industry, may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
|
|
Three Months Ended
September 30, 2018 |
|
Three Months Ended
September 30, 2017 |
||||||||||||||||||||
|
IMT
|
|
Homes
|
|
Consolidated
|
|
IMT
|
|
Homes
|
|
Consolidated
|
||||||||||||
Reconciliation of Adjusted EBITDA to Net Income (Loss) and Income (Loss) Before Income Taxes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) (1)
|
N/A
|
|
|
N/A
|
|
|
$
|
(492
|
)
|
|
N/A
|
|
|
N/A
|
|
|
$
|
9,206
|
|
||||
Income tax (benefit) expense
|
N/A
|
|
|
N/A
|
|
|
(14,700
|
)
|
|
N/A
|
|
|
N/A
|
|
|
41
|
|
||||||
Income (loss) before income taxes
|
$
|
818
|
|
|
$
|
(16,010
|
)
|
|
$
|
(15,192
|
)
|
|
$
|
9,247
|
|
|
$
|
—
|
|
|
$
|
9,247
|
|
Other income
|
(7,773
|
)
|
|
—
|
|
|
(7,773
|
)
|
|
(1,407
|
)
|
|
—
|
|
|
(1,407
|
)
|
||||||
Depreciation and amortization expense
|
23,015
|
|
|
360
|
|
|
23,375
|
|
|
27,419
|
|
|
—
|
|
|
27,419
|
|
||||||
Share-based compensation expense
|
38,155
|
|
|
3,527
|
|
|
41,682
|
|
|
28,574
|
|
|
—
|
|
|
28,574
|
|
||||||
Impairment costs
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition-related costs
|
1,405
|
|
|
—
|
|
|
1,405
|
|
|
218
|
|
|
—
|
|
|
218
|
|
||||||
Interest expense
|
12,236
|
|
|
432
|
|
|
12,668
|
|
|
6,906
|
|
|
—
|
|
|
6,906
|
|
||||||
Adjusted EBITDA
|
$
|
77,856
|
|
|
$
|
(11,691
|
)
|
|
$
|
66,165
|
|
|
$
|
70,957
|
|
|
$
|
—
|
|
|
$
|
70,957
|
|
|
Nine Months Ended
September 30, 2018 |
|
Nine Months Ended
September 30, 2017 |
||||||||||||||||||||
|
IMT
|
|
Homes
|
|
Consolidated
|
|
IMT
|
|
Homes
|
|
Consolidated
|
||||||||||||
Reconciliation of Adjusted EBITDA to Net Loss and Loss Before Income Taxes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net loss (1)
|
N/A
|
|
|
N/A
|
|
|
$
|
(22,176
|
)
|
|
N/A
|
|
|
N/A
|
|
|
$
|
(17,245
|
)
|
||||
Income tax (benefit) expense
|
N/A
|
|
|
N/A
|
|
|
(22,700
|
)
|
|
N/A
|
|
|
N/A
|
|
|
41
|
|
||||||
Loss before income taxes
|
$
|
(9,670
|
)
|
|
$
|
(35,206
|
)
|
|
$
|
(44,876
|
)
|
|
$
|
(17,204
|
)
|
|
$
|
—
|
|
|
$
|
(17,204
|
)
|
Other income
|
(13,308
|
)
|
|
—
|
|
|
(13,308
|
)
|
|
(3,970
|
)
|
|
—
|
|
|
(3,970
|
)
|
||||||
Depreciation and amortization expense
|
75,576
|
|
|
725
|
|
|
76,301
|
|
|
81,576
|
|
|
—
|
|
|
81,576
|
|
||||||
Share-based compensation expense
|
102,422
|
|
|
8,944
|
|
|
111,366
|
|
|
84,162
|
|
|
—
|
|
|
84,162
|
|
||||||
Impairment costs
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition-related costs
|
2,064
|
|
|
—
|
|
|
2,064
|
|
|
366
|
|
|
—
|
|
|
366
|
|
||||||
Interest expense
|
26,496
|
|
|
432
|
|
|
26,928
|
|
|
20,526
|
|
|
—
|
|
|
20,526
|
|
||||||
Adjusted EBITDA
|
$
|
193,580
|
|
|
$
|
(25,105
|
)
|
|
$
|
168,475
|
|
|
$
|
165,456
|
|
|
$
|
—
|
|
|
$
|
165,456
|
|
(1) We use income (loss) before income taxes as our profitability measure in making operating decisions and assessing the performance of our segments, therefore, net income (loss) is calculated and presented only on a consolidated basis within our financial statements.
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
643,792
|
|
|
$
|
352,095
|
|
Short-term investments
|
999,241
|
|
|
410,444
|
|
||
Accounts receivable, net
|
66,337
|
|
|
54,396
|
|
||
Inventory
|
43,257
|
|
|
—
|
|
||
Prepaid expenses and other current assets
|
38,904
|
|
|
24,590
|
|
||
Restricted cash
|
3,203
|
|
|
—
|
|
||
Total current assets
|
1,794,734
|
|
|
841,525
|
|
||
Contract cost assets
|
45,238
|
|
|
—
|
|
||
Property and equipment, net
|
124,281
|
|
|
112,271
|
|
||
Goodwill
|
1,931,076
|
|
|
1,931,076
|
|
||
Intangible assets, net
|
290,887
|
|
|
319,711
|
|
||
Other assets
|
16,241
|
|
|
25,934
|
|
||
Total assets
|
$
|
4,202,457
|
|
|
$
|
3,230,517
|
|
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
5,846
|
|
|
$
|
3,587
|
|
Accrued expenses and other current liabilities
|
58,533
|
|
|
61,373
|
|
||
Accrued compensation and benefits
|
25,612
|
|
|
19,109
|
|
||
Revolving credit facility
|
24,674
|
|
|
—
|
|
||
Deferred revenue
|
35,959
|
|
|
31,918
|
|
||
Deferred rent, current portion
|
2,566
|
|
|
2,400
|
|
||
Total current liabilities
|
153,190
|
|
|
118,387
|
|
||
Deferred rent, net of current portion
|
18,049
|
|
|
21,330
|
|
||
Long-term debt
|
690,338
|
|
|
385,416
|
|
||
Deferred tax liabilities and other long-term liabilities
|
21,861
|
|
|
44,561
|
|
||
Total liabilities
|
883,438
|
|
|
569,694
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Class A common stock
|
6
|
|
|
6
|
|
||
Class B common stock
|
1
|
|
|
1
|
|
||
Class C capital stock
|
13
|
|
|
13
|
|
||
Additional paid-in capital
|
3,894,757
|
|
|
3,254,146
|
|
||
Accumulated other comprehensive loss
|
(1,661
|
)
|
|
(1,100
|
)
|
||
Accumulated deficit
|
(574,097
|
)
|
|
(592,243
|
)
|
||
Total shareholders’ equity
|
3,319,019
|
|
|
2,660,823
|
|
||
Total liabilities and shareholders’ equity
|
$
|
4,202,457
|
|
|
$
|
3,230,517
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
IMT
|
$
|
332,076
|
|
|
$
|
281,839
|
|
|
$
|
957,201
|
|
|
$
|
794,464
|
|
Homes
|
11,018
|
|
|
—
|
|
|
11,018
|
|
|
—
|
|
||||
Total revenue
|
343,094
|
|
|
281,839
|
|
|
968,219
|
|
|
794,464
|
|
||||
Cost of revenue (exclusive of amortization) (1):
|
|
|
|
|
|
|
|
||||||||
IMT
|
26,386
|
|
|
22,152
|
|
|
75,832
|
|
|
62,644
|
|
||||
Homes
|
10,286
|
|
|
—
|
|
|
10,286
|
|
|
—
|
|
||||
Total cost of revenue
|
36,672
|
|
|
22,152
|
|
|
86,118
|
|
|
62,644
|
|
||||
Sales and marketing
|
128,734
|
|
|
107,108
|
|
|
413,752
|
|
|
344,266
|
|
||||
Technology and development
|
105,314
|
|
|
83,389
|
|
|
299,623
|
|
|
234,798
|
|
||||
General and administrative
|
70,743
|
|
|
54,226
|
|
|
187,395
|
|
|
153,038
|
|
||||
Impairment costs
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
||||
Acquisition-related costs
|
1,405
|
|
|
218
|
|
|
2,064
|
|
|
366
|
|
||||
Integration costs
|
523
|
|
|
—
|
|
|
523
|
|
|
—
|
|
||||
Total costs and expenses
|
353,391
|
|
|
267,093
|
|
|
999,475
|
|
|
795,112
|
|
||||
Income (loss) from operations
|
(10,297
|
)
|
|
14,746
|
|
|
(31,256
|
)
|
|
(648
|
)
|
||||
Other income
|
7,773
|
|
|
1,407
|
|
|
13,308
|
|
|
3,970
|
|
||||
Interest expense
|
(12,668
|
)
|
|
(6,906
|
)
|
|
(26,928
|
)
|
|
(20,526
|
)
|
||||
Income (loss) before income taxes
|
(15,192
|
)
|
|
9,247
|
|
|
(44,876
|
)
|
|
(17,204
|
)
|
||||
Income tax benefit (expense)
|
14,700
|
|
|
(41
|
)
|
|
22,700
|
|
|
(41
|
)
|
||||
Net income (loss)
|
$
|
(492
|
)
|
|
$
|
9,206
|
|
|
$
|
(22,176
|
)
|
|
$
|
(17,245
|
)
|
Net income (loss) per share — basic and diluted
|
$
|
—
|
|
|
$
|
0.05
|
|
|
$
|
(0.11
|
)
|
|
$
|
(0.09
|
)
|
Weighted-average shares outstanding — basic
|
202,416
|
|
|
187,692
|
|
|
195,208
|
|
|
185,447
|
|
||||
Weighted-average shares outstanding — diluted
|
202,416
|
|
|
196,425
|
|
|
195,208
|
|
|
185,447
|
|
||||
____________________
(1) Amortization of website development costs and intangible assets included in technology and development
|
$
|
18,165
|
|
|
$
|
23,537
|
|
|
$
|
61,735
|
|
|
$
|
69,957
|
|
(2) Includes share-based compensation expense as follows:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
$
|
969
|
|
|
$
|
1,014
|
|
|
$
|
3,180
|
|
|
$
|
2,942
|
|
Sales and marketing
|
5,911
|
|
|
5,914
|
|
|
17,413
|
|
|
17,694
|
|
||||
Technology and development
|
15,031
|
|
|
10,438
|
|
|
40,920
|
|
|
29,329
|
|
||||
General and administrative
|
19,771
|
|
|
11,208
|
|
|
49,853
|
|
|
34,197
|
|
||||
Total
|
$
|
41,682
|
|
|
$
|
28,574
|
|
|
$
|
111,366
|
|
|
$
|
84,162
|
|
Other Financial Data:
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA (3)
|
$
|
66,165
|
|
|
$
|
70,957
|
|
|
$
|
168,475
|
|
|
$
|
165,456
|
|
(3) See Exhibit 99.1 for more information regarding our presentation of Adjusted EBITDA and for a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure, for each of the periods presented.
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(22,176
|
)
|
|
$
|
(17,245
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
76,301
|
|
|
81,576
|
|
||
Share-based compensation expense
|
111,366
|
|
|
84,162
|
|
||
Amortization of contract cost assets
|
27,227
|
|
|
—
|
|
||
Amortization of discount and issuance costs on 2021 and 2023 Notes
|
17,990
|
|
|
13,391
|
|
||
Impairment costs
|
10,000
|
|
|
—
|
|
||
Deferred income taxes
|
(22,700
|
)
|
|
—
|
|
||
Loss on disposal of property and equipment
|
3,129
|
|
|
4,085
|
|
||
Bad debt expense
|
1,053
|
|
|
5,861
|
|
||
Deferred rent
|
(3,116
|
)
|
|
3,072
|
|
||
Amortization (accretion) of bond premium (discount)
|
(2,172
|
)
|
|
451
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(12,994
|
)
|
|
(19,272
|
)
|
||
Inventory
|
(43,257
|
)
|
|
—
|
|
||
Prepaid expenses and other assets
|
(15,012
|
)
|
|
4,434
|
|
||
Contract cost assets
|
(32,143
|
)
|
|
—
|
|
||
Accounts payable
|
2,254
|
|
|
224
|
|
||
Accrued expenses and other current liabilities
|
(3,751
|
)
|
|
13,174
|
|
||
Accrued compensation and benefits
|
6,503
|
|
|
1,194
|
|
||
Deferred revenue
|
4,041
|
|
|
1,775
|
|
||
Other long-term liabilities
|
—
|
|
|
41
|
|
||
Net cash provided by operating activities
|
102,543
|
|
|
176,923
|
|
||
Investing activities
|
|
|
|
||||
Proceeds from maturities of investments
|
261,675
|
|
|
204,520
|
|
||
Purchases of investments
|
(848,838
|
)
|
|
(303,241
|
)
|
||
Purchases of property and equipment
|
(44,482
|
)
|
|
(51,580
|
)
|
||
Purchases of intangible assets
|
(8,179
|
)
|
|
(9,377
|
)
|
||
Purchase of equity investment
|
—
|
|
|
(10,000
|
)
|
||
Proceeds from divestiture of a business
|
—
|
|
|
579
|
|
||
Cash paid for acquisition, net
|
(2,000
|
)
|
|
(11,147
|
)
|
||
Net cash used in investing activities
|
(641,824
|
)
|
|
(180,246
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds from issuance of 2023 Notes, net of issuance costs
|
364,020
|
|
|
—
|
|
||
Premiums paid for Capped Call Confirmations
|
(29,414
|
)
|
|
—
|
|
||
Proceeds from issuance of Class C Capital Stock, net of issuance costs
|
360,345
|
|
|
—
|
|
||
Proceeds from borrowing on revolving credit facility
|
24,674
|
|
|
—
|
|
||
Proceeds from exercise of stock options
|
114,623
|
|
|
80,010
|
|
||
Value of equity awards withheld for tax liability
|
(67
|
)
|
|
(337
|
)
|
||
Net cash provided by financing activities
|
834,181
|
|
|
79,673
|
|
||
Net increase in cash, cash equivalents and restricted cash during period
|
294,900
|
|
|
76,350
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
352,095
|
|
|
243,592
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
646,995
|
|
|
$
|
319,942
|
|
Supplemental disclosures of cash flow information
|
|
|
|
||||
Cash paid for interest
|
$
|
4,800
|
|
|
$
|
4,458
|
|
Noncash transactions:
|
|
|
|
||||
Capitalized share-based compensation
|
$
|
6,674
|
|
|
$
|
8,915
|
|
Write-off of fully depreciated property and equipment
|
$
|
18,687
|
|
|
$
|
12,685
|
|
Write-off of fully amortized intangible assets
|
$
|
10,797
|
|
|
$
|
5,454
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net income (loss), as reported
|
$
|
(492
|
)
|
|
$
|
9,206
|
|
|
$
|
(22,176
|
)
|
|
$
|
(17,245
|
)
|
Share-based compensation expense
|
41,682
|
|
|
28,574
|
|
|
111,366
|
|
|
84,162
|
|
||||
Impairment costs
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
||||
Acquisition-related costs
|
1,405
|
|
|
218
|
|
|
2,064
|
|
|
366
|
|
||||
Income tax (benefit) expense
|
(14,700
|
)
|
|
41
|
|
|
(22,700
|
)
|
|
41
|
|
||||
Net income, adjusted
|
$
|
37,895
|
|
|
$
|
38,039
|
|
|
$
|
78,554
|
|
|
$
|
67,324
|
|
Non-GAAP net income per share — basic
|
$
|
0.19
|
|
|
$
|
0.20
|
|
|
$
|
0.40
|
|
|
$
|
0.36
|
|
Non-GAAP net income per share — diluted
|
$
|
0.18
|
|
|
$
|
0.19
|
|
|
$
|
0.38
|
|
|
$
|
0.35
|
|
Weighted-average shares outstanding — basic
|
202,416
|
|
|
187,692
|
|
|
195,208
|
|
|
185,447
|
|
||||
Weighted-average shares outstanding — diluted
|
211,746
|
|
|
196,863
|
|
|
204,926
|
|
|
194,605
|
|
|
Three Months Ended
September 30, 2018 |
|
Three Months Ended
September 30, 2017 |
||||||||||||||||||||
|
IMT
|
|
Homes
|
|
Consolidated
|
|
IMT
|
|
Homes
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
332,076
|
|
|
$
|
11,018
|
|
|
$
|
343,094
|
|
|
$
|
281,839
|
|
|
$
|
—
|
|
|
$
|
281,839
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of revenue
|
26,386
|
|
|
10,286
|
|
|
36,672
|
|
|
22,152
|
|
|
—
|
|
|
22,152
|
|
||||||
Sales and marketing
|
123,755
|
|
|
4,979
|
|
|
128,734
|
|
|
107,108
|
|
|
—
|
|
|
107,108
|
|
||||||
Technology and development
|
99,570
|
|
|
5,744
|
|
|
105,314
|
|
|
83,389
|
|
|
—
|
|
|
83,389
|
|
||||||
General and administrative
|
65,156
|
|
|
5,587
|
|
|
70,743
|
|
|
54,226
|
|
|
—
|
|
|
54,226
|
|
||||||
Impairment costs
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition-related costs
|
1,405
|
|
|
—
|
|
|
1,405
|
|
|
218
|
|
|
—
|
|
|
218
|
|
||||||
Integration costs
|
523
|
|
|
—
|
|
|
523
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total costs and expenses
|
326,795
|
|
|
26,596
|
|
|
353,391
|
|
|
267,093
|
|
|
—
|
|
|
267,093
|
|
||||||
Income (loss) from operations
|
5,281
|
|
|
(15,578
|
)
|
|
(10,297
|
)
|
|
14,746
|
|
|
—
|
|
|
14,746
|
|
||||||
Other income
|
7,773
|
|
|
—
|
|
|
7,773
|
|
|
1,407
|
|
|
—
|
|
|
1,407
|
|
||||||
Interest expense
|
(12,236
|
)
|
|
(432
|
)
|
|
(12,668
|
)
|
|
(6,906
|
)
|
|
—
|
|
|
(6,906
|
)
|
||||||
Income (loss) before income taxes
|
$
|
818
|
|
|
$
|
(16,010
|
)
|
|
$
|
(15,192
|
)
|
|
$
|
9,247
|
|
|
$
|
—
|
|
|
$
|
9,247
|
|
|
Nine Months Ended
September 30, 2018 |
|
Nine Months Ended
September 30, 2017 |
||||||||||||||||||||
|
IMT
|
|
Homes
|
|
Consolidated
|
|
IMT
|
|
Homes
|
|
Consolidated
|
||||||||||||
Revenue
|
$
|
957,201
|
|
|
$
|
11,018
|
|
|
$
|
968,219
|
|
|
$
|
794,464
|
|
|
$
|
—
|
|
|
$
|
794,464
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of revenue
|
75,832
|
|
|
10,286
|
|
|
86,118
|
|
|
62,644
|
|
|
—
|
|
|
62,644
|
|
||||||
Sales and marketing
|
405,525
|
|
|
8,227
|
|
|
413,752
|
|
|
344,266
|
|
|
—
|
|
|
344,266
|
|
||||||
Technology and development
|
286,983
|
|
|
12,640
|
|
|
299,623
|
|
|
234,798
|
|
|
—
|
|
|
234,798
|
|
||||||
General and administrative
|
172,756
|
|
|
14,639
|
|
|
187,395
|
|
|
153,038
|
|
|
—
|
|
|
153,038
|
|
||||||
Impairment costs
|
10,000
|
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Acquisition-related costs
|
2,064
|
|
|
—
|
|
|
2,064
|
|
|
366
|
|
|
—
|
|
|
366
|
|
||||||
Integration costs
|
523
|
|
|
—
|
|
|
523
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total costs and expenses
|
953,683
|
|
|
45,792
|
|
|
999,475
|
|
|
795,112
|
|
|
—
|
|
|
795,112
|
|
||||||
Loss from operations
|
3,518
|
|
|
(34,774
|
)
|
|
(31,256
|
)
|
|
(648
|
)
|
|
—
|
|
|
(648
|
)
|
||||||
Other income
|
13,308
|
|
|
—
|
|
|
13,308
|
|
|
3,970
|
|
|
—
|
|
|
3,970
|
|
||||||
Interest expense
|
(26,496
|
)
|
|
(432
|
)
|
|
(26,928
|
)
|
|
(20,526
|
)
|
|
—
|
|
|
(20,526
|
)
|
||||||
Loss before income taxes
|
$
|
(9,670
|
)
|
|
$
|
(35,206
|
)
|
|
$
|
(44,876
|
)
|
|
$
|
(17,204
|
)
|
|
$
|
—
|
|
|
$
|
(17,204
|
)
|
|
Three Months Ended September 30,
|
|
2017 to 2018
% Change |
|||||
|
2018
|
|
2017
|
|
||||
|
(in millions)
|
|
|
|||||
Average Monthly Unique Users (1)
|
186.6
|
|
|
175.2
|
|
|
7
|
%
|
Visits (2)
|
1,888.9
|
|
|
1,667.1
|
|
|
13
|
%
|
(1)
|
Zillow, StreetEasy, HotPads, Naked Apartments and RealEstate.com measure unique users with Google Analytics, and Trulia measures unique users with Adobe Analytics.
|
(2)
|
Visits includes visits to the Zillow, Trulia, StreetEasy and RealEstate.com mobile apps and websites. We measure Zillow, StreetEasy and RealEstate.com visits with Google Analytics and Trulia visits with Adobe Analytics.
|